U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB SEC File No:
33-14982-LA
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
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ANACONDA VENTURE CORPORATION
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(Exact name of registrant as specified in its charter)
California 33-0897452
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(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation)
19900 MacArthur Boulevard, Suite 660, Irvine, California 92612
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (949) 851-9800
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:
5,000,000 Shares as of the date of this report.
Transitional Small Business Disclosure Format (check one): [ ] Yes [X] No
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ANACONDA VENTURE CORPORATION
Form 10-QSB for the Quarter ended June 30, 2000
Table of Contents
Page
PART 1 - FINANCIAL INFORMATION.................................................3
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS FOR ANACONDA VENTURE CORPORATION............4
CAUTION REGARDING FORWARD-LOOKING INFORMATION.............................4
OVERVIEW OF THE COMPANY...................................................5
PART II - OTHER INFORMATION....................................................6
ITEM 1 - LEGAL PROCEEDINGS................................................6
ITEM 2 - CHANGES IN SECURITY..............................................6
ITEM 3 - DEFAULTS ON SENIOR SECURITIES....................................6
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............6
ITEM 5 - OTHER INFORMATION................................................6
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.................................7
SIGNATURE.................................................................8
2
PART 1 - FINANCIAL INFORMATION
ANACONDA VENTURE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
February 17, 2000
(Inception) to June 30, 2000
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (1,108)
Adjustment to reconcile net loss to net cash
used by operating activities
Increase in accounts payable 750
Capitalized expenses 358
Net cash used by operating activities -
CASH FLOW FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock 2,000
Net cash provided by financing activities 2,000
INCREASE IN CASH AND CASH
EQUIVALENTS 2,000
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD -
CASH AND CASH EQUIVALENTS - END OF
- ----------------------------------
PERIOD $ 2,000
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ANACONDA VENTURE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM FEBRUARY 17, 2000 (INCEPTION)
TO JUNE 30, 2000
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING
ISSUED PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
------ ------ ------- ----- -----
Common Stock Issuance 5,000,000 $ 2,000 $ -- $ -- $ 2,000
Fair value of expenses
contributed -- -- 358 -- 358
Net loss for the period
ended
June 30, 2000 -- -- -- (1,108) (1,108)
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BALANCE
JUNE 30, 2000: 5,000,000 $ 2,000 $ 358 $ (1,108) $ 1,250
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PART 1 - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR ANACONDA VENTURE CORPORATION.
The following discussion of the financial conditions and results of
operations of the Company should be read in conjunction with the financial
statements, including notes thereto, for the Company.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
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This quarterly report contains certain forward-looking statements
and information relating to the Company that are based on the beliefs of the
Company or management as well as assumptions made by and information currently
available to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward- looking statements. Such statements reflect the current view
of the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks or uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumption prove incorrect, actual results may vary materially from
those described herein asanticipated, believed, estimated, expected or intended.
In each instance, forward-looking information should be considered in light of
the accompanying meaningful cautionary statements herein.
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OVERVIEW OF THE COMPANY
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Anaconda Venture Corporation (the "Company") was incorporated in
February 2000, under the laws of the State of California, primarily for the
purpose of acquiring or merging with a small to medium size company. The Company
currently has no operations, revenue or activity. The Company filed a form 10SB
Registration Statement, which became effective on March 23, 2000.
Results of Operations
As of June 30, 2000, the Company is in the development stage and had
conducted minimal activities. Accordingly, the accompanying financial statements
should not be regarded as typical for normal periods of operation. Additional
financing or restructuring will be required in order for the Company to complete
its development stage activities. Management and the Company's existing
shareholders expect to have to continue to contribute capital to support the
Company's operations until a merger or acquisition candidate is located.
The Company had no operations or revenues, or significant assets or
liabilities since its inception in February 2000.
Three Months and Six Months Ended June 30, 2000, Compared to Periods Ended June
30, 1999
Revenue. The Company was recently formed and the Company was not in
existence during the quarter or the six month period ended June 30, 1999, the
Company had no revenues for the quarter ended June 30, 2000, and has had no
revenues since inception. Similarly, the Company had no cost of sales, gross
profit or other income during the period ended June 30, 2000, or from its
inception. The Company's nominal operating expenses of less than $300 per months
have been paid by its shareholder.
Liquidity and Capital Resources
As of June 30, 2000, the Company had cash, cash equivalents and net
working capital of approximately $500. The sole source of cash has been
contributions by the Company's Shareholder. The Company has relied upon
contributions by its shareholder to fund its operations during the periods
discussed. The Company has not received any capital contribution in cash from
its Shareholder since initial contributions as set forth in the Company's Form
10SB dated March 23, 2000.
The Company anticipates that any need of working capital in future
periods will be limited and will be contributed by the Company's Shareholder.
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The Company believes that existing cash and cash equivalents, cash flow
from operations will be sufficient to meet the Company's presently anticipated
working capital needs for the next 3 months. To the extent the Company uses its
cash resources for its operations, the Company will be required to obtain
additional funds, if available, through borrowings or equity financings. There
can be no assurance that such capital will be available on acceptable terms. If
the Company is unable to obtain sufficient financing, it may be unable to fully
implement its growth strategy.
Material Changes in Operations
The Company has not had any material changes in operations since its
formation or the date of its Form 10 SB Registration Statement.
Year 2000 Compliance
The Company has not experienced any Year 2000 complications.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - CHANGES IN SECURITY
None.
ITEM 3 - DEFAULTS ON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
SUBSEQUENT EVENTS - CHANGE OF CONTROL
On August 16, 2000, the Company's shareholder entered into an agreement
to sell the majority of the outstanding shares of the Company to Solutions
Media, Inc. ("SMI"). SMI may elect to merge the Company with SMI in a
transaction in which either of SMI or the Company are the surviving entity. The
agreement contemplates a closing on or before August 20, 2000. The Company, its
shareholder and SMI contemplate finalizing more comprehensive reorganization
documents prior to the closing.
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SMI, which also operates Some Music, Inc. and EAT'M (Emerging Artists &
Talent in Music), is the developer and operator of a technology-driven marketing
system for marketing, which it believes is applicable to any product or
product-line. SMI believes it leverages the power of the Internet and
longstanding successful marketing methods with the SMI Engine, a proprietary
technology platform based on its "angle of vision" data distribution
architecture, to drive B2C & C2C transactions and interaction.
SMI's subsidiary, SpinRecords.com, the "Original Farm Label," believes
it is changing the way that independent artists break into the music scene and
providing established artists an alternative distribution channel. Musicians no
longer have to go through middlemen or wait to be discovered by that big label.
Through SpinRecords.com, artists can get their music out to a global audience of
fans and reap the rewards of their talents now, while receiving an unprecedented
60% of the revenues from sales of their CDs, digital downloads and merchandise.
SpinRecords.com is dedicated to providing unmatched, "artist-friendly" services
utilizing the technology and proprietary distribution and marketing model of its
parent company.
All information concerning SMI has been provided to the Company by
SMI, without independent investigation by the Company.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
None.
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SIGNATURES
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In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
June 30, 2000 ANACONDA VENTURE CORPORATION
By:/s/Tim T. Chang
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Tim T. Chang, President
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